Item 1.01 Entry Into a Material Definitive Agreement.
On April 23, 2021, Tribune Publishing Company (the "Company" or "Tribune")
entered into an Amendment No. 2 ("Amendment 2 to the Company Rights Plan") to
the Rights Agreement, dated as of July 28, 2020 (the "Company Rights Plan"), as
amended on February 16, 2021 ("Amendment 1 to the Company Rights Plan"), by and
between the Company and Computershare Trust Company, N.A., a federally chartered
Amendment 2 to the Company Rights Plan provides, among other things, that (1)
the definition of "Passive Investor" shall be amended to replace "and" with "or"
between romanettes (ii) and (iii) thereof and (2) the definition of "Specified
Percentage" shall be amended to replace "10%" with "15%." The Company entered
into Amendment 2 to the Company Rights Plan in connection with the court
approved settlement of litigation concerning the Company Rights Plan, which was
filed on August 28, 2020 in the Court of Chancery of the State of Delaware,
captioned Vladimir Gusinsky Revocable Trust v. Crenshaw, et al., C.A. No.
The foregoing description of Amendment 2 to the Company Rights Plan, the
transactions contemplated thereby, the Company Rights Plan and Amendment 1 to
the Company Rights Plan does not purport to be complete and is qualified in its
entirety by reference to (i) the actual Amendment 2 to the Company Rights Plan,
a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and
incorporated herein by reference, (ii) the actual Company Rights Plan, a copy of
which is filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed
on July 28, 2020 and incorporated herein by reference and (iii) the actual
Amendment 1 to the Company Rights Plan, a copy of which is filed as Exhibit 4.1
to the Company's Current Report on Form 8-K filed on February 17, 2021 and
incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The foregoing discussion of Amendment 2 to the Company Rights Plan under Item
1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
4.1 Amendment No. 2 to Rights Agreement by and between Tribune Publishing
Company and Computershare Trust Company, N.A., dated as of April 23,
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Important Information For Investors And Stockholders
This communication does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a solicitation of any
vote or approval. In connection with the proposed transaction between Tribune,
Tribune Enterprises, LLC ("Acquiror") and Tribune Merger Sub, Inc. ("Merger
Sub"), Tribune filed a Schedule 13e-3 transaction statement and a preliminary
proxy statement with the Securities and Exchange Commission (the "SEC") on March
23, 2021, an amendment to the Schedule 13e-3 transaction statement and an
amendment to the preliminary proxy statement with the SEC on April 14, 2021, and
an amendment to the Schedule 13e-3 transaction statement and a definitive proxy
statement (the "Definitive Proxy Statement") with the SEC on April 20, 2021.
This communication is not a substitute for any proxy statement or other document
Tribune has filed or may file with the SEC in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF TRIBUNE ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. The Definitive Proxy Statement
was first mailed to stockholders of Tribune on or about April 20, 2021.
Investors and security holders will be able to obtain other documents (if and
when available) filed with the SEC by Tribune through the website maintained by
the SEC at http://www.sec.gov. Copies of the Definitive Proxy Statement and
other documents (if and when available) filed with the SEC by Tribune can be
obtained free of charge on Tribune's website at https://investor.tribpub.com or
by contacting Tribune's primary investor relation's contact by email at
firstname.lastname@example.org or by phone at 312-222-2102.
Participants in Solicitation
Tribune, Acquiror, Merger Sub, their respective directors and certain of their
respective executive officers may be considered participants in the solicitation
of proxies in connection with the proposed transaction. Information about the
directors and executive officers of Tribune is set forth in its Annual Report on
Form 10-K for the fiscal year ended December 27, 2020, which was filed with the
SEC on March 8, 2021, its proxy statement for its 2020 annual meeting of
stockholders, which was filed with the SEC on April 7, 2020, certain of its
Quarterly Reports on Form 10-Q and certain of its Current Reports filed on Form
These documents can be obtained free of charge from the sources indicated above.
Additional information regarding the participants in the proxy solicitations and
a description of their direct and indirect interests, by security holdings or
otherwise, are contained in the Definitive Proxy Statement and will be contained
in other relevant materials to be filed with the SEC when they become available.
Forward Looking Statements
This communication includes certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Words such as "may," "will," "could,"
"anticipate," "estimate," "expect," "predict," "project," "future," "potential,"
"intend," "plan," "assume," "believe," "forecast," "look," "build," "focus,"
"create," "work" "continue" or the negative of such terms or other variations
thereof and words and terms of similar substance used in connection with any
discussion of future plans,
actions, or events identify forward-looking statements. These forward-looking
statements involve many risks and uncertainties about Tribune, Acquiror and
Merger Sub that could cause actual results to differ materially from those
expressed or implied by such statements, including, without limitation, failure
to obtain the required vote of the Company's stockholders; the timing to
consummate the proposed transaction; the risk that a condition of closing of the
proposed transaction may not be satisfied or that the closing of the proposed
transaction might otherwise not occur; the risk that a regulatory approval that
may be required for the proposed transaction is not obtained or is obtained
subject to conditions that are not anticipated; the diversion of management time
on transaction-related issues; risks related to disruption of management time
from ongoing business operations due to the proposed transaction; the risk that
any announcements relating to the proposed transaction could have adverse
effects on the market price of the common stock of Tribune; and the risk that
the proposed transaction and its announcement could have an adverse effect on
the ability of Tribune to retain customers and retain and hire key personnel and
maintain relationships with its suppliers and customers. These forward-looking
statements speak only as of the date of this communication, and Tribune
expressly disclaims any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement contained herein to reflect any
change in Tribune's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based. Please refer
to the publicly filed documents of Tribune, including the most recent Forms 10-K
and 10-Q for additional information about Tribune and about the risks and
uncertainties related to the business of Tribune which may affect the statements
made in this presentation.
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